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General terms and conditions of sales

1. DEFINITIONS


For the purpose of this Contract, the following expressions shall bear the respective meaning set forth below:
a) SELLER: means “Dental Art spa”;
b) PURCHASER: means “natural or legal person who purchases the Seller’s goods in business activities;
c) GOODS OR PRODUCTS OR GOODS: means the products produced by the Seller or by any authorized supplier;
d) GENERAL SALES CONDITIONS AND/OR CONTRACT: means the present contract;
e) PARTY/PARTIES: means “Seller and/or Purchaser”.

3.1 Prices and currencies are those indicated in the offer and/or in the order Confirmation. The prices are Ex-Works in Cittadella (PD) Italy, therefore transport costs, any customs charges and packaging costs other than the standard La Meccanica srl di Reffo: General Terms and Conditions of Sales pg.1/7 ones supplied by the Seller are excluded. Unless otherwise stipulated, the prices of the Goods neither include the VAT (Value Added Tax) amount nor other taxes, dues etc. related to the Goods or the supply (hereinafter called as ‘Taxes’). The amount of Taxes in relation with the supply of the Goods shall be at the Purchaser’s expense and shall be invoiced by the Seller to the Purchaser in the commercial invoice or through a separate invoice.
3.2
If the Seller grants a discount, it shall be applicable only for the specific supply for which the discount has been granted and mentioned on offer and/or on order confirmation.
3.3 The price of the Goods does not include any accessories of the Goods not agreed on in the Offer and/or Order Confirmation.
3.4 The price of the Goods shall be paid according to the conditions and deadlines indicated in the offer and/or in the order confirmation of the Seller, or otherwise agreed between the Parties in writing.
3.5 If the Parties have agreed on the payment through a letter of credit on offer or on order confirmation, the Purchaser undertakes to send the letter of credit issued by its own bank to the Seller within twenty-one (21) days from the agreed delivery date of the Goods. Furthermore, the text of the letter of credit shall be proposed by the Seller and shall be negotiated between the Parties and accepted by the Seller in writing, before its issue.
3.6 Any delay or failure by the Purchaser to take delivery of Goods shall not entail prolongation and/or deferral of the payment terms. In case of delay in payment with respect to the agreed delivery date, the Purchaser shall pay to the Seller interest as indicated in the Decree of Law 231/2002 and subsequent amendments.
3.7 The Seller may have the right to suspend the delivery of the Goods when: (a) the asset and/or financial conditions of the Purchaser put the relative payment at risk; (b) the Purchaser does not punctually pay the Goods supplied by the Seller even for any other contractual relationships, until the full payment of the owed sums and/or to the provision of effective guarantees for the ongoing deliveries.
3.8 In case of delay on payment terms, Purchaser shall pay to Seller a liquidated damages' clause for each/part of week of delay 0.5% (zero-point five percent) calculated on the delayed amount, without prejudice to the right of compensation of further damages from the Seller.
3.9 In no event, any defects of the Goods, even when expressly recognized by the Seller, and any delays with respect to the agreed delivery date, shall give the Purchaser the right to suspend the relative payments, and/or any other payment owed to the Seller also under other contractual agreements.
3.10 In case of termination of Contract for breach by the Purchaser, the paid installments of the price shall be acquired by the Seller as compensation within the limits established by law, without prejudice to the right to compensation of further damages.
3.11 The Purchaser shall not have the right to terminate all or any part of the Contract unless agreed in writing by the Seller. In case of any agreed termination, all the costs borne by the Seller all that date, plus a reasonable mark-up, shall be paid by the Purchaser to the Seller.
4.1 The delivery of Goods shall be ruled by the delivery clauses CIP or CIF (Incoterms ® 2020), unless otherwise agreed. In such cases, the Seller shall insert the Incoterms clause agreed for each delivery of the Goods in the offer or in the order confirmation.
4.2. If the main transport is managed by the Purchaser, the Purchaser undertakes: a) to deliver or have CMR (Document of international transport of goods by road) delivered by the carrier to the Seller indicating the Purchaser's name as the sender and signed and stamped by him, otherwise the Seller shall complete the CMR in the name and on behalf of the Purchaser; and b) to return to the Seller the CMR signed and stamped by the Purchaser and/or the customs declaration (DAU) within 60 (sixty) days of delivery of the Goods. In case of impossibility to deliver the above documentation for any reason, the Purchaser undertakes to deliver any kind of useful documentation to prove that the Goods left Italy.
4.3 The delivery date indicated on the offer and /or order confirmation is only approximate and not essential. In any case, 30 (thirty) working days of grace period shall be applicable on delivery date agreed by the Parties.
4.4 In case of delay in the delivery of the Goods, the Seller shall not be liable for any loss or damage of any kind whatsoever directly or indirectly caused by any delay in the delivery of the Goods or completion of the supply. Moreover, in no event the Contract shall be automatically terminated in case of late deliveries, nor shall the Purchaser be entitled to terminate the Contract in case of late deliveries. La Meccanica srl di Reffo: General Terms and Conditions of Sales pg.2/7
4.5 No penalities shall be applicable by the Purchaser to the Seller in case of late delivery of the Goods.
4.6 In the event that the Parties agreed to collect the Goods from the Purchaser, at the expiry date of the agreed delivery terms, but in any case not later than 7 (seven) days from the notice of Goods ready for collection, the Purchaser is obliged to provide for the collection of the Goods as indicated in the Contract. The above term elapsed, the Seller shall be authorised to issue the relevant invoice and shall start the terms of payment as indicated in Contract and the relevant Goods shall be stocked the Seller’s yard at Purchaser’s costs and risks, with forfeiture of warranty without any responsibility for the Seller. The Seller in addition shall be authorized to debit to the Purchaser 1% (one percent) of total amount of Contract for each/par of week of delay as handling and stocking charges.
4.7 Packaging included in the offered prices is the packaging considered as base standard packaging by the Seller and it could be in compliance with the transportation/means of transportation of the Goods. In case of specific requests by the Purchaser, the packaging shall be quoted separately.
4.8 In the event that the delivery clause (Incoterms® 2020) agreed between the Parties, provides that the risks of main transport shall be borne by the Seller, the Purchaser undertakes to communicate the "reserve" to the carrier and to the Seller, if the Goods are visibly damaged. The Purchaser also undertakes to communicate to the Seller in any case within 2 days of receipt of the Goods, any damage to the Goods in order to be able to activate the insurance provided for by law in transport contracts or insurance in the case of the CIF and CIP clauses Incoterms ® 2020, or if any insurance is agreed by the Parties.
4.9 In the event that the delivery clause (Incoterms® 2020) agreed between the Parties provides that the risks for the main transport shall be borne by the Purchaser, in case of delay in the collection of the Goods ready for shipment, the Purchaser shall bear all the expenses concerning the occupation of Seller’s warehouses and yards or in any other place. It being understood that the risks of damage, deterioration and/or the theft of the Products are to be borne by the Purchaser from the initially agreed date of delivery.
It is agreed that, the Products delivered remain the Seller’s property until complete payment is received by the Seller.

6.1 The Seller guarantees capacity and quality characteristics of Products in accordance with this Contract.
6.2 The Seller's Warranty is valid for 12 (twelve) months from the date of shipment of the Goods (hereinafter referred as ‘Warranty Period’’). The delivery time is provided by the Incoterms ® 2020 clause which the Parties have agreed. In case of repair or replacement of defective parts of the Goods, due to the presence of which the Equipment could not be properly used, Warranty Period is extended for a time during which the Goods was idling because of defects found. In any case Warranty Period shall not exceed 15 (fifteen) months from the date of shipment.
6.3 In the event that the installaƟon of the Goods is carried out by the Seller, as set forth in art. 7.1, the warranty of the Goods shall be 20 (twenty) months from the date of testing of the Products ("Medium Warranty Period"), but may not exceed 24 (twenty-four) months from the delivery date of the Goods.
6.4 If the Purchaser, in addition to the testing of Products requested by the Purchaser to the Seller, signs a maintenance contract for the Products for a period of at least 36 (thirty-six) months from the date of testing, the warranty period will be 36 (thirty-six) months from the acceptance of the Products ("Period of Superior Warranty "), but may not exceed 40 (forty) months after delivery date of the Goods.
6.5 In case of withdrawal from the maintenance contract from a Party, when the maintenance contract has generated a "Superior Warranty Period", the warranty of the "Superior Warranty Period" shall cease to apply and from the time of withdrawal shall apply only the warranty of the "Medium Warranty Period" set forth by art. 6.3, unless 20 months have passed since the test of the Products or 24 months from the delivery date.
6.6 If any problem arises, during the Warranty Period, the Purchaser shall, in the first place, communicate the defects found to the customer service of the Seller via e-mail spareparts@lameccanica.it The Seller shall promptly verify the claim and then provide to give all the necessary instructions to Purchaser’s technical staff. The Parties expressly agree that if the Purchaser fails to contact the Seller’s customer service, the Seller will be released from the obligation of granting any kind of warranty in favour of the Purchaser.
6.7 If instructions given by the Seller’s customer service are not enough to solve the problems occurred then the Purchaser shall, (sub poena of forfeiture of the warranty) in writing by fax or by any other written mean with proof of reception by the Seller, any of non-compliance or defects discovered, within and not later than 15 (fifteen) days from the date of discovery of the deficiency. The burden of proving the date of the relevant discovery lies with the Purcharser La Meccanica srl di Reffo: General Terms and Conditions of Sales pg.3/7 chaser. In such notification the Purchaser should indicate in detail such deficiencies and the Seller shall value the possibility to resolve the matter repairing or, at its sole discretion, replacing, free of charge the parts, components etc found to be not in compliance with the Contract. If needed or required by the Seller, the Purchaser bears all transport costs for the return to Seller’s premises of the defective parts/components.Spare parts shall be sent by the Seller to the Purchaser with delivery clauses CIF or CIP Incoterms ® 2020.
6.8 If required by the Seller, the Parties shall participate, on the site in which the Goods are operating, in drawing up an act attesting the revealed defects of the Goods and for the processing of written arrangement of procedure and time of its elimination as well. Both the Parties shall ensure the presence of their authorized representative at the place of location of the Goods not later than 30 (thirty) working days from the date the written notice to the Purchaser by the Seller. The mentioned act should be agreed by the Seller's representative and the Purchaser’s representatives not later than 3 (three) working days from the date of arrival of the Seller's representative, if other time is not fixed by the Seller and the Purchaser by force of necessity. In the event that, due to reasons attributable to the Purchaser, the Seller may not access the site where the defective Goods are located within 3 (three) days of its arrival, the Goods warranty shall cease to produce effects.
6.9 In case of visit of the site by the Seller provided for in article 6.9 the Goods should be found:
a) in compliance with the Contract;
b) defected but for reasons not attributable to the Seller.
6.10 The Purchaser shall reimburse to the Seller all sustained costs for the activities required by the Purchaser and specified in above article 6.8 and article 6.9 in the case the Goods are not defected for reasons attributable to the Seller.
6.11 If the Seller does not eliminate the defects of the Goods in the agreed time, the Purchaser shall have the right to eliminate the revealed defects of the Goods independently or through engaging a third party charging the Seller with the expenses to eliminate it. It is agreed that such third party shall prepare a detailed estimate of the costs which should be reasonable also in accordance with the normal tariff applied by the Seller. ln any case, the huge amount of these expenses shall not exceed 10% (ten percent) of Total Contract Price. Third party shall undertake to guarantee the equipment to the Purchaser.
6.12 In the event of defects of the Goods discovered during the Warranty Period, the Purchaser shall neither independently nor through third parties carry out any repair work without prior written consent of the Seller sub poena of forfeiture of the warranty.
6.13 Seller shall not be held liable and the warranty shall not apply for defects and/or damage attributable to the following causes: unsuitable or improper use or use of the Equipment beyond the normal use or outside the use specified in the Contract, faulty operation by Purchaser or its personnel, improper or careless handling (particularly overloading), unsuitable working materials, substitute materials, faulty civil construction, unsuitable building sites, influence of chemicals, electro-chemical or electrical nature; any other cause not ascribable to Seller’s negligence.
6.14 Where the Seller is entrusted with the supervision of installation, the Seller shall be liable for defects and/or failures to fulfil performance of the Contract only where the Purchaser should prove that these not non-compliances are exclusively attributable to wilful misconduct of the Seller in the instruction.
6.15 Except for causes of fraud, the reimbursement of any damage claimed by the Purchaser due to the fact attributable to the Seller shall not, in any case, exceed the corresponding amount of the parts, components etc. of the Products which was found defective.
6.16 The labor costs for the installation of the Goods subject to warranty and any transport costs shall be borne by the Purchaser.
6.17 The Seller's warranty obligations shall only apply if the Seller may verify the existence of the defects disputed by the Purchaser.
6.18 The warranty does not apply in the event of failure, delay or partial payment by the Purchaser and in the event that the Purchaser has not used original spare parts supplied exclusively by the Seller.

7.1 The installation of the Goods shall be carried out by the Purchaser, unless otherwise agreed between the Parties in writing. If the Parties have agreed the installation of the Goods shall be borne by the Seller, the Seller shall send technical personnel to the place where the Products are installed. At the place of installation, the Purchaser undertakes to provide personnel with the typical technical and installation skills of an installer, in the number requested by the Seller. Furthermore, the Purchaser's staff shall be able to speak and understand English, otherwise La Meccanica srl di Reffo: General Terms and Conditions of Sales pg.4/7 the Purchaser undertakes to appoint an English translator for the entire duration of the installation, at its own expense. Installation time depends on the number and ability of local workers.
7.2 The Seller shall charge the Purchaser a minimum amount of Euro 550.00 (five hundred and fitiy/00) for each worker per day (8 (eight) daily working hours, 6 (six) weekly working days), including return travel from the Seller's registered office to the place where the Products must be installed.
7.3 Boarding, lodging, air-ticket costs and local means of transport are on the Purchaser’s account Further, local workers are to be remunerated by the Purchaser.
7.4 Commissioning consists of a “dry-run” after all Productrs has been installed. This dry run will be a simulation of the production without material. After the dry run, there will be a test that requires a sufficient amount of raw material to be executed. After the test, there will be the delivery of the working Product, and the conclusion of the test. Upon acceptance, an acceptance certificate will be issued by the Seller which will start the "Medium Warranty Period" as set forth above in article 6.3.
7.5 The Seller offers training to the Purchaser's personnel on the use of the Product, during testing.
7.6 If the Parties have agreed the installation of the Goods shall be borne by the Seller, the latter shall not carry out the plumbing, electrical or building works or works which are necessary to make Goods function.
7.7 The Purchaser shall set up what is necessary for the installation (ex: Goods lifting devices) and/or receiving and deposit of Goods by the agreed delivery date, and the Goods shall be available in the premises where the Seller carries out the installation on the agreed date for the beginning of the installation.
Explosion protection devices of any sort do not form part of the Seller’s standard Contract and are only included, at additional Purchaser’s cost, if such inclusion is explicitly requested by the Purchaser in writing and these devices are listed in the same Contract.
Noise reduction devices and/or noise absorbing materials, other than those mentioned in the Contract, are excluded from the Contract Price. Should applicable law in the place of installation prescribe noise levels lower than those achievable by Products, than the requirements of such legislation must be communicated to Seller in writing at the beginning of the commercial negotiation so allowing the Seller to properly quote these particular devices which will be borne by the Purchaser
10.1 To the fullest extent permitted by applicable law, in no event shall the Seller be liable to the Purchaser, the Purchaser’s assignee and/or any other third party for any claim, whether arising under Contract, tort (including negligence), strict liability or otherwise, for loss of revenue, loss of profit or loss of use of capital, downtime of facilities, standby of equipment/plant, standby of personnel, loss of business reputation or opportunities, loss of producytion, loss of product and/or for any special, in direct, incidental or consequential loss or damage of any nature arising at any time or from any causes whatsoever and whether or not foreseeable, even if caused or contributed to by the negligence or breach (statutory or otherwise) of the Seller in relation to this Contract.
10.2 Notwithstanding any other provisions on the contractual documents, maximum cumulative responsibility of the Seller towards the Purchaser for whichever reason shall not exceed the amount paid by the Purchaser for the claimed Goods which should be recognised defective by the Seller
11.1 Each Party may terminate this contract with immediate effect, by a written notice sent by means of communication ensuring evidence and date of receipt, in case of a breach of contractual obligations by the other Party, amounting to a justifiable reason for immediate contract termination or in case of occurrence of exceptional circumstances which justify the earlier termination, as set forth below.
11.2 The Parties jointly agree that the breach of the provisions under articles 3.4, 3.5, 3.9. 6.9, 13, 14, 16, 17, 19 is to be considered in any case, whatever the importance of the violation, as a justifiable reason for immediate contract termination. Furthermore, the breach of any other contractual obligation, which is not remedied by the breaching Party within 15 days after having been invited in writing to do so by the order Party, shall be considered as a justifiable reason for the immediate contract termination. La Meccanica srl di Reffo: General Terms and Conditions of Sales pg.5/7 11.3 Shall be considered as exceptional circumstances justifying the immediate contract termination: bankruptcy, any kind of composition between the bankrupt and the creditors, any important changes in the juridical structure or in the management of the parties termination of the Contract enforced by one Party is afterwards considered to be without grounds, the early termination shall be effective, but the other Party will be fully indemnified.
12.1 Where the performance of this Contract becomes more onerous for one of the Parties, the Party is nevertheless bound to perform its obligation subject to the following provisions on change of circumstances (hardship).
12.2. If, however, after the time of conclusion of Contract, events occur which have not been contemplated by the Parties and which fundamentally alter the equilibrium of the Contract, thereby placing an excessive burden on one of the Parties in the performance of its contractual obligations (hardship), that Party shall be entitled to request revision of Contract provided that :
a)The events are beyond the control of the affected Party; and
b) the risk of the events is not one which, according to the Contract, the Party affected should be required to bear.
12.3. Each Party shall in good faith consider any proposed revision seriously put forward by the other Party in the interests of the relationship between the Parties
13.1 In the event of an Act of God (including but not limited to a flood, earthquake, typhoon, epidemic or other natural calamity), war, civil war, or armed conflict or the serious threat of the same (including but not limited to a hostile attack, blockade, embargo, riot or insurrection), governmental order or regulation (including but not limited to prohibition or restriction of importation or exportation or the regulation or allocation of energy resources), labour disputes (including but not limited to a strike, slowdown, lockout or sabotage), or any other causes beyond the reasonable control of the parties hereto (including a fire, power failure, delay in the delivery of component and/or raw materials), neither Party shall be liable for any failure to perform any of its obligations hereunder.
13.2 Any Party hereto shall have the right to terminate this Contract upon prior written notice if either Party is unable to fulfil its obligations under this Contract due to any of the abovementioned causes and such inability continues for a period of 6 (six) months.
14.1 Should any clause be considered invalid or unenforceable by the judgement of a Court of competent jurisdiction or award of an Arbitral Tribunal, all other provisions shall remain in full force and effect.
14.2 The Parties agree, however, to replace, when possible, any provision declared invalid by a provision which shall reflect their initial intent, as objectively and consistently as possible and in accordance with the basic relationship existing between the Parties.
The non-enforcement of any provision contained in this Contract shall not be construed by the Seller as a waiver of the right to enforce the provision at another time under different circumstances and/or enforce other provisions of this Contract.
16.1 Both Parties understand and acknowledge that, by virtue of this Contract, they may both receive or become aware of information belonging or relating to the other Party, its business, business plans, affairs or activities, which information is confidential and proprietary to the other Party and in respect of which they are bound by a strict duty of confidence (‘’Confidential Information’’).
16.2 In consideration of such Confidential Information being disclosed or otherwise made available to either Party for the purposes of the performance of this Contract, both Parties hereby undertake that they will not at any time, either before or after the termination of this Contract, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential information:
16.2.1 Is publicly known at the time of its disclosure or being made available to them. La Meccanica srl di Reffo: General Terms and Conditions of Sales pg.6/7
16.2.2 After such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this provision.
16.2.3 Is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by one of the parties, provided that, where practicable, the other Party is given reasonable advance notice of the intended disclosure.
16.3 At the fires request of the other Party, each Party shall return to the other or destroy all documents or records in any medium or format containing any Confidential Information that are in its possession or control.
16.4. The provision of this article will continue for a period of, at least, 10 (ten) years following the conclusion of Contract, notwithstanding the termination of Contract for any reason.
17.1 The Purchaser expressly recognizes the Seller’s ownership of intellectual property rights relating to present Contract (as a non-exhaustive example: trademarks, model, design, technical drawing, technical and/or commercial data concerning samples, catalogs, schedules, ideas, photographic and audio-visual images, etc.). Any use, reproduction or representation of these documents may only take place following the written authorization of the Seller, and within the limits indicated in the authorization. These rights are protected by Italian law and international laws.
17.2 The Purchaser shall not modify nor remove, modify or tamper with the projects, and/or trademarks, logos and the information or numbers reported and/or printed on the Goods.
This Contract is concluded for an indefinite period and enters into force on the date on which it is signed by the Party,or when the Purchaser signs the offer or the order Confirmation and sends it back to the Seller and this Contract has been brought to the attention of the Purchaser.
The Purchaser may not, without the prior written consent of the Seller, transfer all or part of the rights and obligations referred to in this Contract.
The Contract shall be governed by the United Nationals Conventions on the International Sale of Goods (Vienna Convention 1980) and, with respect to question not covered by such convention, by the Italian law.
21.1 Any dispute related to the interpretatuon, execution, validity and termination of the present Contract shall be submitted to an attempt of mediation according to the mediation rules in effect of the Italian Delegation of the Centre of Mediation of Europe, the Mediterranean and the Middle East “the Centre”, (division of the European Arbitration and Mediation Centre, having its office in Strasbourg) registered at the Register of the Ministry of Justice at n.206, by a mediator appointed by the Italian Delegation or by its relevant Section.
21.2 Should there be a negative result in the conciliation attempt after a period of forty-five (45) days from the deposit of the conciliation request, or after a different period of time agreed upon between the Parties, the controversy shall be deferred to the decision of a sole arbitrator to be nominated by the Italian Delegation of the European Arbitral Court (having its registered office in Strasbourg) who shall decide according to the National Regulation accelerated ritual of the Italian Delegation of the Court, which the Parties declare to accept. The sole arbitrator shall decide according to the law. 21.3 Seat of proceeding of mediation and/or arbitration: Padua (Italy). Language of the proceedings: English.

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